STANDARD TERMS AND CONDITIONS OF SUPPLY

1 {00626845,} 1 December 2017 (i) STANDARD TERMS AND CONDITIONS OF SUPPLY 1. ACCEPTANCE.. 1 2. DELIVERY & BILLING.. 2 Shipping.. 2 Billing.. 2 Taxes.. 3 Buyer s Withholding of Taxes.. 3 Delivery Schedules.. 3 Premium Shipment Charges.. 3 Volume Forecasts.. 3 3. SPECIFICATION, DESIGN AND SCOPE CHANGES.. 4 4. QUALITY AND INSPECTION.. 4 5. CUSTOMER SPECIFICATIONS.. 5 6. BASIC WORKING CONDITIONS AND EMPLOYMENT STATUS.. 5 Basic Working CONDITIONS .. 5 Subcontractors.. 5 Adoption of Code.. 5 Compliance Certificate.. 5 Cost of Audit.. 5 Temporary Assignment of Employees.. 5 7. NON-CONFORMING GOODS.. 5 8. FORCE MAJEURE.

2 6 9. LABOR DISPUTES.. 6 10. WARRANTIES.. 6 General; Buyer s Inventory & Property.. 6 Durations of Seller s Warranties.. 8 Buyer s Remedies and Damages.. 8 Product Recalls.. 9 11. INGREDIENTS AND HAZARDOUS MATERIALS.. 9 12. SELLER S FINANCIAL AND OPERATIONAL CONDITION.. 9 13. SELLER S INSOLVENCY.. 10 14. TERMINATION FOR BREACH.. 10 15. TERMINATION FOR CONVENIENCE.. 10 16. TERMINATION FOR CHANGE OF CONTROL.. 10 17. TERMINATION CLAIMS.. 11 Seller s Obligations Upon Termination.. 11 Buyer s Obligations Upon Termination Under Articles 15 or 16.. 11 Buyer s Obligations Upon Termination Under Article 11 Buyer s Option to Purchase.

3 11 Termination Claim.. 11 18. SUPPLY TRANSITION AT END OR TERMINATION OF CONTRACT.. 12 19. TECHNICAL INFORMATION.. 12 Information Disclosed by Seller.. 12 Waiver of Claims.. 12 Repair and Rebuild.. 12 Software and Written Works.. 12 Development, Engineering And Consulting Services.. 12 Confidentiality.. 13 20. INDEMNIFICATION.. 13 Infringement.. 13 Activities on Buyer s Premises.. 13 {00626845,} 1 December 2017 (ii) Product Liability and Recalls.. 13 Seller s Obligation to Defend.. 14 21. COMPLIANCE WITH LAWS.. 14 22. INSURANCE.. 14 23. SELLER S EQUIPMENT.. 15 24. BUYER S PROPERTY AND INFORMATION .. 15 Acquisition of Tools.

4 15 Bailment of Buyer s Property.. 16 Seller s Duties Concerning Buyer s Property.. 16 Return of Buyer s Property.. 17 Disclaimer of Warranties.. 17 Use of Buyer s Information.. 17 25. SERVICE AND REPLACEMENT PARTS.. 18 26. REMEDIES AND INJUNCTIVE RELIEF.. 18 27. CUSTOMS AND EXPORT CONTROLS.. 19 Credits and Refunds.. 19 Customs-Trade Partnership Against Terrorism.. 19 28. SETOFF/RECOUPMENT .. 19 29. NO ADVERTISING.. 20 30. NO IMPLIED WAIVER.. 20 31. NO ASSIGNMENT WITHOUT BUYER CONSENT.. 20 32. RELATIONSHIP OF PARTIES.. 20 33. GOVERNING LAW AND JURISDICTION.. 20 Contracts.. 20 Contracts.. 21 34. SELLER CLAIMS.

5 21 35. SEVERABILITY.. 21 36. RIGHT TO AUDIT AND INSPECT.. 21 37. ENTIRE AGREEMENT.. 21 38. TRANSLATIONS.. 21 {00626845,} 1 December 2017 (1) 1. ACCEPTANCE. Seller, including its affiliates and subsidiaries ( Seller ) confirms that these STANDARD TERMS and CONDITIONS of SUPPLY ( STANDARD TERMS ) are expressly incorporated into, and form an integral part of, Seller s contract with Buyer, including its affiliates and subsidiaries ( Buyer ), for the goods and services (collectively, the Supplies ) to be provided by Seller. Seller confirms that it has read understands and agrees with these STANDARD TERMS .

6 Each purchase order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form, by electronic data interchange, electronic or tangible format, relating to the Supplies (such items are collectively referred to as the Contract ), constitutes an offer by Buyer to purchase the Supplies identified on the Contract s face or otherwise identified in any attachments, schedules, exhibits, requests for quotations, designs or drawings provided to Seller. Seller will be deemed to have accepted each Contract on the Contract s TERMS and CONDITIONS by Seller s: (i) shipment of any goods, performance of any services, provision of any Supplies, or commencement of any work or services in any way related to the subject of the Contract, (ii) written acknowledgement, or (iii) other conduct that recognizes the existence of a contract pertaining to the subject matter of the Contract.

7 Seller will also be deemed to have accepted each Contract on the Contract s TERMS and CONDITIONS if Seller fails to object to such Contract within five business days after Buyer delivers the Contract to Seller. Seller s acceptance of any Contract is limited to acceptance of the express TERMS and CONDITIONS set forth in the Contract and in these STANDARD TERMS . Notwithstanding Buyer s acceptance of or payment for any shipment of goods, provision of Supplies or similar Buyer act, Buyer will not be bound by any purported acceptance of any Contract on TERMS and CONDITIONS which modify, supersede, supplement or otherwise alter the Contract or these STANDARD TERMS and such TERMS and CONDITIONS shall be deemed rejected and replaced by the Contract unless Seller s proffered TERMS or CONDITIONS are accepted in a physically signed writing by Buyer s authorized representative.

8 The parties have agreed and it is their intent that the battle of the forms described in Section 2-207 of the Uniform Commercial Code will not apply to these STANDARD TERMS or to any invoice or acceptance form of Seller relating to these STANDARD TERMS or any Contract. The parties intend that these STANDARD TERMS shall exclusively control their relationship, and in the event of any inconsistency between any invoice or acceptance form sent by Seller to Buyer and these TERMS , these STANDARD TERMS will control. Unless a Contract requires Seller to manufacture, ship and/or provide or perform a specified quantity of Supplies, the Contract is a requirements contract under which Seller is required to SUPPLY a portion of Buyer s requirements, in an amount not less than 10% but which could be up to 100% of Buyer s requirements.

9 Only Buyer (in its sole discretion) may determine the portion of its requirements to be supplied by Seller and Buyer may change this portion at any time and from time to time. If Buyer provides Seller any projected or estimated volumes (including forecasted volumes in any requests for quotation), these are for planning purposes only and do not represent a commitment or obligation to purchase a specified quantity. Unless stated otherwise on the face of the Contract, the duration of each Contract (the Term ) shall be the life of the automotive vehicle program(s) into which the Supplies ultimately are incorporated, plus the period of applicable service and replacement parts requirements.

10 If the Supplies are not utilized by Buyer for the production of automotive parts or systems, the Contract will be binding for one year from the date the Contract is transmitted to Seller; in such case only, the Contract will automatically renew for successive one-year periods after the initial term unless either party provides written notice at least 180 days prior to the end of the current Term of its desire that the Contract not be renewed. Seller acknowledges, however, that this provision does not affect or otherwise change Buyer s termination rights herein. When any Contract expires, Seller will cooperate with Buyer and provide all reasonably requested support and information Buyer requires to facilitate Buyer s sourcing of the Supplies to a replacement supplier.